SILGAN HOLDINGS INC false 0000849869 0000849869 2020-01-27 2020-01-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2020

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware |  | 000-22117 |  | 06-1269834
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

4 Landmark Square, Stamford, Connecticut |  | 06901
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (203) 975-7110

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.01 per share |  | SLGN |  | Nasdaq Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 8 — Other Events

Item 8.01 | Other Events.

On January 27, 2020, Silgan Holdings Inc. (the “Company”) announced that the Company has signed a binding offer (the “Binding Offer”) to acquire Albea’s dispensing business (the “Proposed Acquisition”). A copy of the press release is attached hereto as Exhibit 99.1. The Company will be providing supplemental information regarding the Proposed Acquisition in connection with a presentation to investors (the “Investor Presentation”). The slides to be used in connection with the Investor Presentation are attached hereto as Exhibit 99.2.

The information required by Item 1.01, including a copy of the Binding Offer, will be filed in a separate Current Report on Form 8-K.

Section 9 — Financial Statements and Exhibits

Item 9.01 | Financial Statements and Exhibits.

(d) | Exhibits

Exhibit No. |  |  | Description
| 99.1 |  |  | Press Release dated January 27, 2020, announcing binding offer to acquire Albea’s dispensing business.
| 99.2 |  |  | Investor Presentation Slides, dated January 27, 2020.
| 104 |  |  | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SILGAN HOLDINGS INC.
By: |  | /s/ Frank W. Hogan, III
|  | Frank W. Hogan, III
|  | Senior Vice President, General Counsel and Secretary

Date: January 27, 2020

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